Edgar Filing: CELADON GROUP INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HINES CHRIS

2. Issuer Name and Ticker or Trading Symbol
CELADON GROUP INC [CLDN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and COO

(Last)

(First)

(Middle)

ONE CELADON DRIVE, 9503 EAST 33RD STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2007

(Street)

INDIANAPOLIS, IN 46235-4507

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2007		D		680 ⁽¹⁾	D	$ 0 ⁽¹⁾	2,040	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right-to-Buy)

$ 17.52

08/08/2007

100,000

⁽²⁾

08/08/2017

Common Stock

100,000

⁽³⁾

100,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HINES CHRIS ONE CELADON DRIVE 9503 EAST 33RD STREET INDIANAPOLIS, IN 46235-4507			President and COO

Signatures

/s/ Chris Hines, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC		08/10/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Prior restricted stock award of 2,720 shares of the Issuer's common stock was to vest on the date of the 2007 Annual Meeting of Stockholders of the Issuer. Reporting Person resigned from the Issuer's Board of Directors to take the position of President and Chief Operating Officer of the Issuer. The Compensation Committee of the Issuer amended the award to cause the vesting of 2,040 shares of the award, the amount of the award proportionate to the Reporting Person's time of service on the Issuer's Board of Directors. The reported amount represents forfeiture of the remaining portion of the award due to the amendment.
(2)	The option to purchase 100,000 shares of Issuer's common stock becomes exercisable in increments of ten percent (10%) on each of 08/08/2008, 08/08/2009, 08/08/2010, 08/08/2011, and 08/08/2012. The remaining fifty percent (50%) of the option to purchase becomes exercisable on 08/08/2013.
(3)	Upon exercise, the derivative security converts on a one-to-one basis into Issuer's common stock. The exercise price of the derivative security is set forth in column 2 of Table II of this report.

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